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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 02/15/2018 | M | 8,674 | (5) | (5) | Common Stock, par value $0.001 per share | 8,674 | $ 0 | 17,348 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stephenson Caleb D. CALPINE CORPORATION 717 TEXAS AVENUE, SUITE 1000 HOUSTON, TX 77002 |
SVP of Wholesale Orig & Comm |
/s/ W. Thaddeus Miller by Power of Attorney | 02/20/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock of Calpine Corporation (the "Company"). On May 10, 2017, the reporting person was granted 26,022 RSUs that were previously reported on Table II of a Form 4 filed with the Securities and Exchange Commission on May 10, 2017. |
(2) | RSUs convert into common stock on a one-for-one basis. |
(3) | Represents shares withheld by the Company at the reporting person's request, as permitted under the Company's 2017 Equity Incentive Plan (the "Equity Plan"), to satisfy the reporting person's tax withholding obligation in connection with the vesting on February 15, 2018 of certain shares of restricted stock units previously awarded to the reporting person. There was no open market sale of shares by the reporting person. |
(4) | Closing market price of the Company common stock on the transaction date. |
(5) | Award of restricted stock units pursuant to Calpine Corporation's 2017 Equity Incentive Plan (the "Equity Plan"). The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the restricted stock units in cash or a combination of shares and cash, at the Company's discretion. |